Exhibit 10.3
AMENDMENT NO. 1 TO THE
NEENAH FOUNDRY COMPANY
2003 SEVERANCE AND CHANGE OF CONTROL PLAN
This Amendment to the Neenah Foundry
Company 2003 Severance and Change of Control Plan is effective as
of June 5, 2007.
PREMISES
a. Neenah Foundry Company (the
“Company”) previously adopted the 2003 Severance and
Change of control Plan (the “Plan”).
b. ACP has experienced a Change of
Control and certain of the provisions of the Plan must be changed
in light of that Change of Control.
c. The Company wishes to add
Participants to the Plan and to increase the period over which
Participants will receive protection following a Change of
Control.
AMENDMENT
1. In Section 2, the
definition of Change of Control is amended to read as
follows:
“Change
of Control” means the consummation of any transaction or
series of related transactions, the result of which is that:
(i) any Person or group (within the meaning of Rule 13d-5
of the Exchange Act), other than Tontine together with its
Affiliates, shall own directly or indirectly, beneficially or of
record, greater than 50% of the equity securities of ACP or the
Company on a fully diluted basis; (ii) substantially all of
the assets of ACP and its subsidiaries taken as a whole are sold or
ACP is merged or recapitalized and the stockholders of ACP do not
own a majority of the voting stock of the surviving corporation, or
(iii) after the first fully distributed
